Commercial Space Licence Agreement
A Commercial Space Licence Agreement gives a business permission to use a shop, office, godown or showroom for a monthly fee without creating a tenancy.
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Commercial Space Licence Agreement: what it is
A Commercial Space Licence Agreement gives a business permission to use a shop, office, godown or showroom for a monthly fee without creating a tenancy. The owner keeps legal possession, and the agreement sets the business use, term, fee, deposit, compliance duties, signage rules and how either side can end the arrangement.
When you need this document
- A shop owner wants to let out retail space to a business for a fixed period without giving tenancy rights.
- A startup or professional is taking a small office or a desk area in someone else's premises.
- A trader needs a godown or storage unit for a season or a fixed number of months.
What it covers
- A bare permissive licence over the described premises, expressly stated to be a licence under Section 52 of the Indian Easements Act, 1882 and not a lease, with juridical possession staying with the licensor.
- The single permitted business use, and a bar on unlawful, hazardous or offensive trade.
- The term in months from the start date, renewal only by fresh written agreement with a stated percentage escalation.
- The monthly fee payable in advance by the fifth of the month, an interest-free deposit refundable within thirty days of vacating, utilities on actuals and GST where applicable.
- Licensee duties to obtain trade licence, shops and establishments registration, GST registration and fire clearance as applicable, make no structural changes, not sublet and never claim tenancy; licensor pays property tax and structural repairs.
- Signage rules, termination on the agreed months' notice or immediately for two months' unpaid fee, material breach or unlawful use, restoration on exit, and stamp duty and registration.
How to fill, sign and use it
- Confirm the licensor owns or is authorised to license the premises, and that the building's permitted use allows your business.
- Fill in the form on this page with the agreed fee, deposit, term, escalation and notice period, and review the preview.
- Pay stamp duty at the state rate, and register the agreement where state law requires it, as in Maharashtra.
- Sign before two witnesses, initial each page, and take a receipt for the deposit.
- Hand over with a joint inspection note and photographs, then apply for the trade licence and other registrations in the licensee's name.
- Pay the fee through a bank channel and give written notice when either side wants to end the licence.
Documents to attach or keep with it
- Proof of the licensor's ownership or authority, such as a sale deed or latest property tax receipt
- Building or society no-objection for the business use, if the rules require it
- Handover inspection report with photographs and meter readings
The law behind it
Section 52 of the Indian Easements Act, 1882 defines a licence as a personal permission to do something on another's property that would otherwise be unlawful, without creating any interest in it. Unlike a lease, a licence transfers no possession. Courts look at the real substance, so exclusive possession and other lease features can lead to a tenancy finding. Stamp duty is set by each state, and some states, Maharashtra among them, require registration of leave and licence agreements.
Common mistakes to avoid
- Calling the document a licence while giving the occupant exclusive possession, keys and lease-like rights, which invites a tenancy claim later.
- Leaving out GST on the fee, or the licensee assuming the licensor holds the trade licence and other permits for the business.
- Not recording the condition of the premises at handover, leading to a fight over deductions from the deposit.
Commercial Space Licence Agreement: frequently asked questions
What is the difference between a lease and a licence for a shop?
A lease transfers an interest in the property and possession, which can bring tenancy protection under state law. A licence is only permission to use the space, and possession stays with the owner. What you actually have depends on the real terms and conduct, not just the document's title.
Is GST payable on a commercial licence fee?
Renting or licensing commercial property is generally a taxable supply under GST. Where the licensor is registered, GST is charged on top of the fee, as this agreement provides. Confirm the rate, threshold and any reverse charge rule with a tax adviser.
Does a commercial leave and licence agreement have to be registered?
It depends on the state. Maharashtra requires leave and licence agreements to be registered regardless of the term. In other states, registration depends on how local law treats the document and its duration. Stamp duty is payable in every state at the local rate, so check with the Sub-Registrar before signing.
Can the licensor ask the licensee to leave before the term ends?
Yes, on the notice period stated in the agreement, and immediately for two consecutive months of unpaid fee, material breach or unlawful use. If the licensee refuses to vacate after the licence ends, the licensor should use the legal eviction process rather than locking the premises.
Last updated 3 October 2026.
General information on Indian law, not legal advice for your situation. Stamp duty, registration and fees differ by state, so check with the local office or an advocate before you rely on it.
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If this turns into a dispute, you can find a property lawyer or ask a verified advocate a question online.
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